CATERPILLAR INC — Director's Dealing 2006

Feb 21, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2006-02-17

Reporting Person: VITTECOQ GERARD R (Group President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-17	Stock Appreciation Right	$72.05	A	95000	Acquired	2016-02-17	Common (95000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	68790	Direct

Footnotes

F1: Included in this amount are 29,798 shares in EIP and 29 shares in dividend reinvestment.